Exhibit 4.2

    

     

    AMENDMENT
NUMBER ONE

    TO 2007
RESTRICTED SHARE AND UNIT PLAN FOR

    EMPLOYEES
OF COMPASS BANCSHARES, INC. AND ITS SUBSIDIARIES

    


    AS
ADOPTED FEBRUARY 15, 2008

    


    The 2007
Restricted Share and Unit Plan for Employees of Compass Bancshares, Inc. and its
Subsidiaries, effective as of October 22, 2007 (the “Plan”), is hereby amended
as follows:

    


    
      	
               
      

            	
              (1)  The
      following provisions are hereby added at the end of each of Section
      7(c)(iii) and Section 8(c)(iii) of the
Plan:

            


    

    


    
      	
               
      

            	
              “Notwithstanding
      anything to the contrary herein,
however:

            


    

    


    
      	
               
      

            	
              (A)
      If the Participant dies while employed, then any unvested Awards made
      under this Plan (whether Restricted Shares and/or Restricted Share Units)
      shall vest and all restrictions shall lapse
  immediately.

            


    

    


    (B) If
the Participant’s employment terminates while he or she is Disabled, as defined
hereafter, except for Cause, as defined hereafter, then any unvested Awards made
under this Plan (whether Restricted Shares and/or Restricted Share
Units)  shall vest and all restrictions shall lapse
immediately.  As an express condition of the applicability of this
subparagraph (B), Participant must agree to cooperate with Compass in
determining whether Participant is Disabled, including without limitation
providing documentation from health care providers and submitting to medical
examinations upon request by Compass.  For purposes of this Plan, a
Participant shall be considered “Disabled” if Compass determines that the
Participant is disabled as defined in the Compass 401(k) Plan, or any successor
plan, as such plan may be amended from time to time, or according to such other
reasonable standard that Compass may apply, in its sole discretion. For purposes
of this Plan, “Cause” shall mean (i) a willful and material violation of
applicable banking laws and regulations, (ii) dishonesty, (iii) theft, (iv)
fraud, (v) embezzlement, (vi) commission of a felony or a crime involving moral
turpitude, (vii) substantial dependence or addiction to alcohol or any drug,
(viii) conduct disloyal to Compass or its affiliates, (ix) willful dereliction
of duties or disregard of lawful instructions or directions of the officers or
directors of Compass or its affiliates relating to a material matter, or (x)
willful violation of any applicable code of conduct maintained by Compass or its
affiliates.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    (C) If
termination of the Participant’s employment is a Severance Plan Termination, as
defined hereafter, then any unvested Awards made under this Plan (whether
Restricted Shares and/or Restricted Share Units)  shall vest and all
restrictions shall lapse immediately.  A “Severance Plan Termination”
is a termination within the meaning of the Compass Severance Pay Plan (the
“Severance Pay Plan”), as the Severance Pay Plan may exist from time to time
(including any amendment to, modification of, addition to, deletion from, or
replacement of the Severance Pay Plan), that results in eligibility for benefits
under the Severance Pay Plan; provided that, if the termination occurs after a
change in control, directly or indirectly, of Compass and if the Participant
would have been entitled to benefits under the Severance Pay Plan as it last
existed before such change in control, then, for purposes of this Plan only, the
termination shall be deemed a Severance Plan Termination even though no benefits
may be due under the Severance Pay Plan.  Notwithstanding anything to
the contrary herein, this provision is not intended to, and does not, constitute
a guarantee or promise that the Severance Pay Plan (in its current or any future
form) will be continued.

    


    
      	
              (2) 
       

            	
              All
      other provisions of the Plan shall remain in full force and
      effect.